Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 25, 2013, Michael Chae resigned from the Boards of Directors of Nielsen Holdings, N.V. (the "Company") and The Nielsen Company B.V. ("TNC") and Robert Reid was elected as a member of the Boards of Directors of the Company and TNC. Mr. Reid also replaced Mr. Chae as a member of the Nomination and Corporate Governance Committee and the Compensation Committee of the Company.

Mr. Reid, a Senior Managing Director at The Blackstone Group ("Blackstone"), previously served on the Boards of Directors of the Company and TNC until December 13, 2012. He was designated by Blackstone pursuant to its rights under the Amended and Restated Shareholders' Agreement Regarding Nielsen Holdings N.V., as amended.

The information required with respect to Mr. Reid by Item 404(a) of Regulation S-K is incorporated herein by reference to the section entitled "Certain Relationships and Related Party Transactions" included in the Definitive Proxy Statement filed by the Company with the Securities and Exchange Commission on April 16, 2012 (File No. 001-35042).

Because of his affiliation with Blackstone, Mr. Reid will not receive any additional compensation as a member of the Boards of Directors of the Company and TNC and the Nomination and Corporate Governance Committee and the Compensation Committee of the Company.

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